Common use of Authorization; Sufficient Funds; No Conflicts Clause in Contracts

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partypurchase of the Securities. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice payable by it. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which Purchaser is a party by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partypurchase of the Notes. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice payable by it. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which Purchaser is a party by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have have, cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds in excess of the Initial Purchase Price or the Additional Notes Purchase Price, as applicable. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full limited partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary limited partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to As of the Closingdate hereof, the Purchaser will have has cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partypurchase of the Notes. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which Purchaser is a party by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indentureconvertible bond, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership corporate power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement Agreement, the Transaction Documents to which it is party and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership corporate action on behalf of the such Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransactions to which it is a party. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the CompanyCompany Group, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. On the Closing Date, the Commercial Agreement will be duly executed and delivered by the Purchaser Affiliate and, assuming that it is a valid and binding obligation of the Company, will be a valid and binding obligation of the Purchaser Affiliate enforceable against the Purchaser Affiliate in accordance with its terms, subject to the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the The Purchaser will have as of the Closing Date cash in immediately available funds in excess of sufficient to pay the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documentscertificate of incorporation or bylaws, or (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, orderOrder, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases case of clauses clause (B) and (C) as would not reasonably be expected to to, individually or in the aggregate, prevent, materially and adversely affect impair or materially delay the consummation ability of the Transactions Purchaser to which it is a party by consummate the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership corporate power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership corporate action on behalf of the Purchasersuch party. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have have, cash in immediately available funds in excess sufficient to pay the Purchase Price payable by the Purchaser hereunder. No more than 50% of the Purchase PricePrice will be funded with proceeds obtained from a Permitted Loan. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s such party's organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser. (iv) The payment and/or reimbursement of the Reimbursed Expenses by the Company will not violate the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd 1 et seq.), the U.K. Bxxxxxx Xxx 0000, or any other applicable anti-corruption law of a similar nature.

Authorization; Sufficient Funds; No Conflicts. (i) The Lead Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransaction. The execution, delivery and performance by the Lead Purchaser of this Agreement and the consummation of the Transactions to which it is a party have Transaction has been duly authorized by all necessary partnership limited liability company action on behalf of the Lead Purchaser. The Secondary Purchaser has the legal capacity to enter into this Agreement and to complete the Transaction. No other proceedings on the part of the Purchaser Purchasers are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransaction to which it is a party. This Agreement has been duly and validly executed and delivered by the PurchaserPurchasers. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the PurchaserPurchasers, enforceable against the Purchaser Purchasers in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser The Purchasers will have as of the Closing Date cash in immediately available funds in excess of sufficient to pay the Lead Purchase Price and Secondary Purchase Price, as applicable. (iii) The execution, delivery and performance of this Agreement by the PurchaserPurchasers, the consummation by the Purchaser Purchasers of the Transactions to which it is a party Transaction and the compliance by the Purchaser Purchasers with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s Purchasers’ certificate of formation, operating agreement or other organizational documents, document or (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, orderOrder, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser Purchasers or any of its their Affiliates, other than in the cases case of clauses clause (B) and (C) as would not reasonably be expected to to, individually or in the aggregate, prevent, materially and adversely affect impair or materially delay the consummation ability of the Transactions Purchasers to which it is a party by consummate the PurchaserTransaction.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At As of the date hereof, each Purchaser has or has available to them, and immediately prior to the Closing, the such Purchaser will have cash in immediately available funds in excess of sufficient to pay the Purchase PricePrice opposite such Purchaser’s name on Schedule 1 attached hereto. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the such Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full limited partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary limited partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransactions to which it is a party. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Such Purchaser will have as of the Closing Date cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice as set forth opposite such Purchaser’s name on Schedule I hereto. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (Aa) any provision of the such Purchaser’s organizational documents, (Bb) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (Cc) any permit, government license, judgment, order, decree, ruling, injunction, compliance review, consent decree, resolution agreement, monitoring agreement, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (Bb) and (Cc) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the such Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority under its limited partnership agreement pursuant to the Delaware Revised Uniform Partnership Act to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, assuming receipt of the funds under the Equity Commitment Letter, the Purchaser will have cash in immediately available funds in excess of necessary to consummate the Closing and pay the Purchase PricePrice on the terms and subject to the conditions contemplated in this Agreement. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partypurchase of the Notes. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Such Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice payable by it. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which such Purchaser is a party by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, execution and delivery of this Agreement by the Purchaser and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At The Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Total Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates that would materially affect the Purchaser’s ability to perform under the Transaction Documents or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds and equity capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it the Purchaser is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership corporate or other applicable power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partytransactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party transactions contemplated hereby have been duly authorized by all necessary partnership corporate or other applicable action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the CompanySeller, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. . Table of Contents (ii) At As of the date hereof, the Purchaser has binding commitments with respect to funds in excess of the Purchase Price and, at and immediately prior to the Closing, the Purchaser will have cash in U.S. dollars in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated hereby and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party transactions contemplated hereby by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Initial Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the Initial Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Initial Purchaser. No other proceedings on the part of the Initial Purchaser are necessary to authorize the execution, delivery and performance by the Initial Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the Initial Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Initial Purchaser, enforceable against the Initial Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to The Initial Purchaser will have, as of the Closing, the Purchaser will have cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Initial Purchaser, the consummation by the Initial Purchaser of the Transactions to which it is a party and the compliance by the Initial Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Initial Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Initial Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its AffiliatesInitial Purchaser, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to Solely in the Closingcase of the Specified Purchaser, as of the date hereof, the Specified Purchaser has access to, and as of the Closing Date, the Specified Purchaser will have, cash in immediately available funds sufficient to pay the Purchase Price opposite its name on Schedule 1 attached hereto. Solely in the case of the Purchaser (other than the Specified Purchaser), as of the date hereof and as of the Closing Date, such Purchaser has and such Purchaser will have cash in immediately available funds in excess of sufficient to pay the Purchase PricePrice opposite such Purchaser’s name on Schedule 1 attached hereto. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the such Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, assuming receipt of the funds under the Equity Commitment Letter, the Purchaser will have cash in immediately available funds in excess of necessary to consummate the Closing and pay the Purchase PricePrice on the terms and subject to the conditions contemplated in this Agreement. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership or trust action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Such Purchaser has, and immediately at all times at and prior to the ClosingClosing will have, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, as applicable, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement Agreement, the Transaction Documents to which it is party and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the such Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransactions to which it is a party. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the The Purchaser will have as of the Closing Date cash in immediately available funds in excess of sufficient to pay the Tranche 1 Purchase Price or the Tranche 2 Purchase Price, as applicable. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s certificate of formation, operating agreement or other organizational documents, document or (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, orderOrder, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases case of clauses clause (B) and (C) as would not reasonably be expected to to, individually or in the aggregate, prevent, materially and adversely affect impair or materially delay the consummation ability of the Transactions Purchaser to which it is a party by consummate the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partypurchase of the Notes. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which Purchaser is a party by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At The Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i1) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the each Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii2) At and immediately prior to the Closing, the such Purchaser will have cash in immediately available funds and/or equity capital commitments in excess of the such Purchaser’s Purchase Price. (iii3) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it such Purchaser is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) i. The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) . At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds and equity capital commitments in excess of the Purchase Price. (iii) . The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it the Purchaser is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership corporate power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership corporate action on behalf of the Purchasersuch party. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have have, cash in immediately available funds in excess sufficient to pay the Purchase Price payable by the Purchaser hereunder. No more than 50% of the Purchase PricePrice will be funded with proceeds obtained from a Permitted Loan. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s such party's organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser. (iv) The payment and/or reimbursement of the Reimbursed Expenses by the Company will not violate the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd 1 et seq.), the U.K. Xxxxxxx Xxx 0000, or any other applicable anti-corruption law of a similar nature.

Authorization; Sufficient Funds; No Conflicts. (i) The If Purchaser is not a natural person, Purchaser has full partnership the power and authority to execute and deliver this Agreement and to consummate the Transactions to which it purchase of the Securities. If Purchaser is a partynatural person, he or she has all the requisite legal capacity and authority to execute and deliver this Agreement and to consummate the purchase of the Securities. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary partnership action on behalf of the by Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Agreements to which it is a party and consummation of the Transactionstransactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice payable by it. (iii) The execution, delivery and performance of this Agreement the Transaction Agreements to which Purchaser is a party by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party transactions contemplated thereby, and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. ‌ (i) The Such Purchaser has full limited partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary limited partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransactions to which it is a party. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Such Purchaser will have as of the Closing Date cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase PricePrice as set forth opposite such Purchaser’s name on Schedule I hereto. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (Aa) any provision of the such Purchaser’s organizational documents, (Bb) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (Cc) any permit, government license, judgment, order, decree, ruling, injunction, compliance review, consent decree, resolution agreement, monitoring agreement, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (Bb) and (Cc) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.such Purchaser.‌‌

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior As of the date hereof, such Purchaser has or has access to and, as of the ClosingClosing Date, the such Purchaser will have cash in immediately available funds in excess of sufficient to pay the Purchase PricePrice opposite such Purchaser’s name on Schedule 1 attached hereto. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the such Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Such Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Each Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the each Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the any Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the each Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the each Purchaser, enforceable against the each Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Each Purchaser has, and immediately at all times at and prior to the ClosingClosing will have, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the each Purchaser, the consummation by the each Purchaser of the Transactions to which it is a party and the compliance by the each Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the any Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the any Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the any Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the The Purchaser will have has cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its AffiliatesPurchaser, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have cash in immediately available funds and equity capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B‎(B) and (C‎(C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it the Purchaser is a party by the Purchaserparty.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership limited liability company action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the Purchaser will have have, cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its AffiliatesPurchaser, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Greenvale Capital, LLP, on behalf of itself and each Purchaser Entity, has full partnership power and authority to execute and deliver this Agreement and each Purchaser Entity has full power and authority to consummate the Transactions to which it is a partyTransactions. The executionexecution and delivery of this Agreement by Greenvale Capital, delivery LLP on behalf of the Purchaser and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchasereach Purchaser Entity. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by Greenvale Capital, LLP or the Purchaser Purchaser, as applicable, of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Greenvale Capital, LLP on behalf of the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At The Purchaser has as of the date hereof, and immediately prior to will have as of the Closing, the Purchaser will have cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Total Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or any of its Affiliates that would materially affect the Purchaser’s ability to perform under the Transaction Documents or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership corporate power and authority to execute and deliver this Agreement the Transaction Documents and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the Purchaser of this Agreement the Transaction Documents and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership corporate action on behalf of the Purchaser. No Purchaser and no other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement the Transaction Documents and consummation of the TransactionsTransactions (other than the Parent Shareholder Approval). This Agreement The Purchaser has been duly and validly executed and delivered by this Agreement and at or prior to the PurchaserClosing will have duly executed and delivered each other Transaction Documents to which it is, or is specified to be, a party. Assuming this Agreement constitutes the Transaction Documents constitute the valid and binding obligation of the Company, this Agreement is a the Transaction Documents are (or will be, as applicable) valid and binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. The Parent Shareholder Approval is the only vote of holders of any class or type of the Purchaser’s securities that is necessary to adopt and approve the Transaction Documents and to approve the Transactions. (ii) At and immediately prior to the Closing, the Purchaser will have have, cash in immediately available funds equal to or in excess of the Aggregate Purchase Price. The Purchaser affirms that it is not a condition to the Closing or to any of its obligations under this Agreement that it first obtain financing for, or related to, any of the Transactions. The Purchaser has furnished the Company with an accurate and complete copy of the executed commitment letter by and between the Purchaser and HNA, dated as of the date hereof (including all exhibits, schedules, annexes, supplements and amendments thereto to the extent permitted thereunder, the “Commitment Letter”) to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein for the purpose of funding the Transactions (being collectively referred to as the “Financing”). The Commitment Letter has not been amended or modified and, no such amendment or modification is contemplated or pending. The commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated. There are no side letters or other contracts or written arrangements relating to the funding or investing, as applicable, of the full amount of the Financing. The Commitment Letter is not subject to any conditions precedent related to the funding of the full amount of the Financing other than as set forth expressly therein and is in full force and effect and constitutes the legal, valid, binding and enforceable obligation of the Purchaser and HNA, subject to the Enforceability Exceptions. (iii) The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision the certificate of incorporation or bylaws of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government licensePermit, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule injunction or regulation Law applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the TransactionsTransactions to which it is a party. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At Such Purchaser has and immediately prior to the Closing, the Purchaser will have as of the Closing Date cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or any of its Affiliates or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Initial Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a partyTransactions. The execution, delivery and performance by the such Initial Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Initial Purchaser. No other proceedings on the part of the such Initial Purchaser are necessary to authorize the execution, delivery and performance by the such Initial Purchaser of this Agreement and consummation of the TransactionsTransaction. This Agreement has been duly and validly executed and delivered by the such Initial Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Initial Purchaser, enforceable against the such Initial Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to Such Initial Purchaser will have, as of the Closing, the Purchaser will have cash in immediately available funds in excess of the Purchase PricePrice for the Notes to be purchased by such Initial Purchaser. (iii) The execution, delivery and performance of this Agreement by the such Initial Purchaser, the consummation by the such Initial Purchaser of the Transactions to which it is a party and the compliance by the such Initial Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Initial Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Initial Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliatessuch Initial Purchaser, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the PurchaserTransactions.

Authorization; Sufficient Funds; No Conflicts. (i) The Such Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the such Purchaser. No other proceedings on the part of the such Purchaser are necessary to authorize the execution, delivery and performance by the such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the such Purchaser will have cash in immediately available funds in excess of the applicable Purchase Price, after giving effect to the Closing, including any set-off under Section 2.01(a). (iii) The execution, delivery and performance of this Agreement by the such Purchaser, the consummation by the such Purchaser of the Transactions to which it is a party and the compliance by the such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the such Purchaser.

Authorization; Sufficient Funds; No Conflicts. (i) The Purchaser has full partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of the Purchaser. No other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions. (ii) At and immediately prior to the Closing, the The Purchaser will have has cash in immediately available funds in excess of the Purchase Price. (iii) The execution, delivery and performance of this Agreement by the Purchaser, the consummation by the Purchaser of the Transactions to which it is a party and the compliance by the Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by the Purchaser.